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Draft an Asset Purchase Agreement for a business acquisition.
Asset Purchase Agreement for Business Acquisition
Table of Contents
Introduction
Definitions
Purchase and Sale of Assets
Purchase Price and Payment
Representations and Warranties
Covenants
Closing
Conditions Precedent to Closing
Indemnification
Confidentiality
Termination
Miscellaneous Provisions
Signatures
1. Introduction
This Asset Purchase Agreement (the "Agreement") is made and entered into as of [Date], by and between [Seller's Full Name], a company incorporated under the laws of Kenya with its principal place of business at [Seller's Address] (the "Seller"), and [Buyer's Full Name], a company incorporated under the laws of Kenya with its principal place of business at [Buyer's Address] (the "Buyer").
2. Definitions
For the purposes of this Agreement, the following terms shall have the meanings set forth below:
"Assets": All tangible and intangible assets of the Seller, including but not limited to equipment, machinery, inventory, intellectual property, customer lists, and contracts.
"Closing Date": The date on which the closing of the transactions contemplated by this Agreement takes place.
"Purchase Price": The total consideration to be paid by the Buyer to the Seller for the Assets.
3. Purchase and Sale of Assets
3.1 Transfer of Assets: Subject to the terms and conditions of this Agreement, the Seller agrees to sell, transfer, and assign to the Buyer, and the Buyer agrees to purchase from the Seller, all of the Seller's right, title, and interest in and to the Assets.
3.2 Excluded Assets: The following assets are excluded from the sale and shall remain the property of the Seller: [List of Excluded Assets].
4. Purchase Price and Payment
4.1 Purchase Price: The Purchase Price for the Assets shall be [Amount in Words] ([Amount in Figures]).
4.2 Payment Terms: The Purchase Price shall be paid by the Buyer to the Seller as follows:
[Payment Method 1]
[Payment Method 2]
4.3 Adjustments: The Purchase Price shall be subject to adjustments based on the final inventory count and any other agreed-upon adjustments.
5. Representations and Warranties
5.1 Seller's Representations and Warranties: The Seller represents and warrants to the Buyer that:
The Seller has the full right, power, and authority to enter into this Agreement and to sell the Assets.
The Assets are free and clear of all liens, encumbrances, and claims.
The Seller is not a party to any litigation or legal proceedings that would affect the sale of the Assets.
5.2 Buyer's Representations and Warranties: The Buyer represents and warrants to the Seller that:
The Buyer has the full right, power, and authority to enter into this Agreement and to purchase the Assets.
The Buyer has sufficient funds to pay the Purchase Price.
6. Covenants
6.1 Seller's Covenants: The Seller covenants to the Buyer that:
The Seller will operate the business in the ordinary course until the Closing Date.
The Seller will not enter into any contracts or agreements that would affect the Assets without the Buyer's consent.
6.2 Buyer's Covenants: The Buyer covenants to the Seller that:
The Buyer will use its best efforts to obtain any necessary approvals or consents required for the purchase of the Assets.
The Buyer will maintain the confidentiality of any proprietary information received from the Seller.
7. Closing
7.1 Closing Date: The closing of the transactions contemplated by this Agreement (the "Closing") shall take place on [Closing Date] at [Closing Location], or at such other time and place as the parties may agree.
7.2 Deliveries at Closing: At the Closing:
The Seller shall deliver to the Buyer a bill of sale and any other documents necessary to transfer the Assets.
The Buyer shall deliver to the Seller the Purchase Price.
8. Conditions Precedent to Closing
8.1 Conditions to Buyer's Obligations: The obligations of the Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions:
The representations and warranties of the Seller shall be true and correct as of the Closing Date.
The Seller shall have performed all covenants and agreements required to be performed by it under this Agreement.
8.2 Conditions to Seller's Obligations: The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions:
The representations and warranties of the Buyer shall be true and correct as of the Closing Date.
The Buyer shall have performed all covenants and agreements required to be performed by it under this Agreement.
9. Indemnification
9.1 Indemnification by Seller: The Seller agrees to indemnify and hold harmless the Buyer from and against any and all losses, damages, liabilities, and expenses arising out of or resulting from any breach of the Seller's representations, warranties, or covenants.
9.2 Indemnification by Buyer: The Buyer agrees to indemnify and hold harmless the Seller from and against any and all losses, damages, liabilities, and expenses arising out of or resulting from any breach of the Buyer's representations, warranties, or covenants.
10. Confidentiality
10.1 Confidential Information: Each party agrees to maintain the confidentiality of all proprietary information received from the other party and to use such information solely for the purposes of this Agreement.
11. Termination
11.1 Termination Events: This Agreement may be terminated at any time prior to the Closing:
By mutual written consent of the Seller and the Buyer.
By either party if the Closing has not occurred by [Termination Date], provided that the terminating party is not in breach of any of its obligations under this Agreement.
11.2 Effect of Termination: In the event of termination, this Agreement shall become void and of no further force and effect, except for the provisions of Sections 9 (Indemnification) and 10 (Confidentiality), which shall survive termination.
12. Miscellaneous Provisions
12.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Kenya.
12.2 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof.
12.3 Amendments: This Agreement may be amended only by a written instrument signed by both parties.
12.4 Notices: All notices and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or sent by registered or certified mail, return receipt requested, to the addresses set forth above.
12.5 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
12.6 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
13. Signatures
IN WITNESS WHEREOF, the parties hereto have executed this Asset Purchase Agreement as of the day and year first above written.
Seller:
[Seller's Full Name]
[Seller's Title]
[Seller's Company Name]
[Seller's Signature]
[Date]
Buyer:
[Buyer's Full Name]
[Buyer's Title]
[Buyer's Company Name]
[Buyer's Signature]
[Date]
TLDR
This Asset Purchase Agreement outlines the terms and conditions for the sale and purchase of specific assets between a seller and a buyer in Kenya. It includes provisions on the purchase price, representations and warranties, covenants, closing conditions, indemnification, confidentiality, and termination.
Conclusion
This Asset Purchase Agreement is designed to ensure a smooth and legally compliant transfer of assets between the seller and the buyer. It is essential for both parties to carefully review and understand the terms of the agreement to protect their respective interests.
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Answered by mwakili.com